Noventa Limited NVTA Notice of AGM

  Noventa Limited (NVTA) - Notice of AGM

RNS Number : 3158G
Noventa Limited
28 June 2012
 



                                                                  28 June 2012

                               NOVENTA LIMITED

                         ("Noventa" or the "Company")

                                       

                                Notice of AGM

 

The Board of Noventa announces that the Company's annual general meeting  will 
be held at  10.00 a.m.  on 23  July 2012  at the  offices of  Carey Olsen,  47 
Esplanade, St Helier, Jersey, JE1 0BD (the "AGM").

 

The notice of AGM circular ("Circular"),  proxy form and the Company's  annual 
report and accounts  for the year  ended 31  December 2011 will  be posted  to 
shareholders on  28 June  2012  and are  available  on the  Company's  website 
(www.noventa.net).  Extracts  from  the  Circular  are  provided  below.   The 
business of the AGM as set forth in the resolutions includes:

 

(i)            approving the  2011 Annual Report  and Financial Statements  of 
the Company;

(ii)          re-appointing certain directors to the board;

(iii)         re-appointing the auditors and authorising the Directors to  fix 
their remuneration;

(iv)           increase  the  authorised  share  capital  of  the  Company  in 
connection with a proposed equity offering;

(v)           granting authorities to the  Directors to allot Ordinary  Shares 
in the share capital of the Company; and

(vi)          amending  the  Company's  Articles  of  Association  to  include 
certain language relating to the UK Takeover Code as though it applied to  the 
Company.

 

For further information please contact:

 

Noventa Limited           Allenby Capital Limited

Fernando Fernandez-Torres (Nominated Adviser and Broker)

(Chief Executive Officer) Nick Harriss/Jeremy Porter/James Reeve

                           

+258 21 485340            +44 20 3328 5656

+258 84 3456340            

www.noventa.net           www.allenbycapital.com 

 

 

Extracts from the Circular

 

All defined terms used  in this announcement shall  have the meaning given  to 
them in the Circular unless otherwise defined herein.

 

 

Dear Shareholder,

 

Annual General Meeting (the "AGM")

 

1.     Introduction

 

You will find enclosed with this letter a notice (the "Notice") convening  the 
2012 AGM of  the Company  to be  held at 10.00  a.m. on  23 July  2012 at  the 
offices of  Carey Olsen,  47 Esplanade,  St Helier,  Jersey, JE1  0BD for  the 
purpose of considering and, if thought fit, passing the resolutions as set out
in the Notice (the "Resolutions").

 

The business of the meeting as set forth in the Resolutions includes:

 

(i)            approving the  2011 Annual Report  and Financial Statements  of 
the Company;

(ii)          re-appointing certain directors to the board;

(iii)         re-appointing the auditors and authorising the Directors to  fix 
their remuneration;

(iv)           increase  the  authorised  share  capital  of  the  Company  in 
connection with a proposed equity offering;

(v)           granting authorities to the  Directors to allot Ordinary  Shares 
in the share capital of the Company; and

(vi)          a  amending the  Company's Articles  of Association  to  include 
certain language relating to  the UK Takeover Code  (the "Code") as though  it 
applied to the Company.

 

2.     Funding  requirement and  plans for  the development  of the  Company's 
mining sites

 

2011 and subsequently 2012 to date have been a difficult period for the  Group 
during which the  funding requirements  to bring the  Marropino process  plant 
upgrade to completion have  increased materially. In  August 2011 the  Company 
secured additional funds of approximately $36.9 million (of which $6.8 million
has been received during  2012 under the Loan  from Richmond). The Company  is 
now actively  exploring  two alternative  options  and considering  others  to 
provide up to a further $35.0  million (before issue expenses) of which  $16.7 
million relates to Marropino (including the  repayment on 31 July 2012 of  the 
Facility, of which $7.7 million has been drawn as at the date of this  letter) 
and the Groups initial  activities in the Katanga  Province of the  Democratic 
Republic of Congo (the "DRC"), $16.3  million is required for the  development 
of the Group's remaining mine sites, including $13.3 million for Morrua,  $0.5 
million for initial activities at Mutala,  and $2.5 million to accelerate  the 
development of  our licenses  in the  Katanga  province of  the DRC  and  $2.0 
million is provisioned for expenses.  Due to market conditions, the  Directors 
recognise that it may not be possible for the Company to raise the full  $35.0 
million that it believes it needs to provide a solid basis for the development
of its concessions and licenses. The minimum that the Group believes it  needs 
to raise to ensure (1) the successful ramp up of production at Marropino,  (2) 
to maintain its Morrua and Mutala  concessions and (3) to commence  activities 
in the DRC at a minimum scale is $21.2 million (after issue expenses).

 

The immediate funding requirement for Marropino  has been satisfied on 11  May 
2012 when the Company entered into the Facility with Richmond.  The key  terms 
of the Facility are as follows:

 

·      it is unsecured;

·      it  carries an  Interest of  24.0%, calculated  daily on  a  Actual/360 
basis;

·      it carries the Fee of 7.0% of the full amount of the Facility;

·      it  may  be  drawn in  instalments,  with  the minimum  value  of  each 
instalment being $1.0 million;

·      it has a maximum amount of $10.0 million; and

·      it matures on 31 July 2012.

 

As at the date of this letter, the Company has drawn down $7.7 million against
the Facility.

 

In order  to  repay  the  Facility,  the Fee,  the  Interest  and  to  provide 
additional working  capital,  the  Board initially  proposed  an  underwritten 
equity issue  of up  to  approximately 262,000,000  new Ordinary  Shares  with 
approximately up to  118,240,000 warrants  issued as  underwriting fees.  Full 
details on this proposal were  announced on 11 May  2012. Due to increases  in 
the Company's additional funding  requirement detailed above  to a maximum  of 
$35.0 million (before expenses) arising,  inter alia, from the requirement  to 
commence immediate actions at  the Morrua and  Mutala concessions, to  provide 
further working capital  to accelerate  the development of  operations in  the 
Katanga Province of  the DRC,  and delays  to the  commencement of  production 
ramp-up from the new process plant at Marropino, the Board has decided that it
is in the  best interests  of the Company  and existing  shareholders to  seek 
alternative financing and the Group is exploring two options.

 

One option involves the provision of  loan financing from Richmond, the  terms 
of which are  currently being  negotiated. If the  Group is  able to  finalise 
terms with Richmond it is probable that the Subscription with Clawback will be
cancelled as a condition of the new loan. There is no certainty that the Group
will arrive at acceptable terms with Richmond or that Richmond will be willing
to provide the necessary funding in full or in part.

 

A second option involves an equity offering,  the terms of which have not  yet 
been finalised. The Company is in  the process of determining the  willingness 
of existing and new institutional and  other investors to participate in  such 
an equity offering. The aim is to determine whether (1) the Company is able to
obtain the necessary funding from equity investment and (2) the terms on which
such investment may be available including the price at which the Company will
be required to  issue new  Ordinary Shares. To  cater for  possible prices  at 
which the Company may be required to issue new Ordinary Shares to raise up  to 
$35.0 million under this equity proposal, resolutions 9 to 11 are proposed  at 
this AGM which, if passed, will (1) increase the Company's authorised ordinary
share capital to  from 212,500,000 Ordinary  Shares to 3,000,000,000  Ordinary 
Shares and  (2)  authorise the  Directors  to  allot up  to  2,500,000,000  in 
connection with  this proposed  equity offering.  If this  equity offering  is 
successful, it  is  expected  to close  on  or  around 20  July  2012  and  be 
conditional on the approval of the necessary resolutions at the AGM.

 

Having  consulted  with  the  Company's  financial  advisors,  including   the 
Company's NOMAD and broker, the Directors  believe that there is a  reasonable 
expectation that  the Company  will  be successful  in raising  the  necessary 
funding through  one of  the options  above or  through a  combination of  the 
options. There can however be no certainty that the Company will be successful
in either of the two options outlined above.

 

If the Group is unable to obtain at least $21.2 million (after issue expenses)
additional funding  there is  (1) a  material risk  that the  Group will  have 
insufficient funds  to complete  the production  ramp-up at  Marropino, (2)  a 
material risk that the  Company will breach the  terms of its existing  loans, 
(3) a  material risk  that the  Company will  have insufficient  time to  seek 
alternative sources  of funding  on  terms and  conditions acceptable  to  the 
Company and if such capital  was unable to be  secured, the Company and  Group 
may become insolvent, and (4) a material  risk that the Group will lose  title 
to its  Morrua, Mutala  and  Katanga province  concessions.  These  risks  are 
compounded due to the requirement to repay the Facility which falls due on  31 
July 2012.

 

To a  large extent  the Marropino  funding requirements  reflect the  repeated 
delay to the commissioning of the new process plant with a consequential delay
to the expected date when the Marropino mine will be self-sustaining in  terms 
of cashflow. Further they reflect the increasing capital investment needed for
the new plant,  particularly in  the latter  nine months,  and the  increasing 
infrastructure and support  expenditure required  in practice  to support  the 
mining and processing operations, such as the pump and pipe system implemented
during Q4-2011 to provide process water for the Marropino plant. The impact of
these delays  and additional  expenditure  has been  exacerbated by  the  poor 
performance of the old processing plant at Marropino, reflecting the state  of 
repair of that  plant which led  to repeated mechanical  breakdown, the  plant 
downtime  arising  from  interruptions  to  the  power  supply  at  Marropino, 
insufficient process  water during  the  first nine  months  of 2011  and  the 
inadequate human resources at Marropino to effectively address the significant
issues arising in the operation.

 

We believe that these issues  are now behind us, or  we have actions in  place 
that will remedy them in the short term. A significant milestone for the Group
has been the commissioning  of the new  process plant on  4 May 2012.  Initial 
start- up difficulties have now been rectified and from 19 June 2012 the plant
has continually been processing  ore. We anticipate that  the ramp up to  full 
production of  50,000 lbs  contained  Ta[2]O[5] per  month will  be  completed 
during Q1-2013.

 

We have also been successful  in renegotiating the terms  of both of our  long 
term supply contracts during 2011 and  2012 such that these now reflect  sales 
prices and volumes that are expected to generate a net positive cash flow  per 
lb.  Ta[2]O[5]   sold,  after   allocation   of  all   expenditure   including 
administrative overheads. The margins will not be significant though while the
Group continues  to  operate  a sole  mine  and  plant, in  a  single  country 
producing only tantalum concentrate.  Geographical development of the  Group's 
remaining mining concessions in  Mozambique is critical,  as is the  expansion 
into other African countries..

 

The Group has initiated its  geographical expansion through the  establishment 
of operations in the Katanga  province of the DRC.  The Katanga province is  a 
conflict free zone with rich tantalum and tin mineralisation and we are of the
opinion that a significant portion of the world's tantalum feedstock will soon
be produced in this  region. Initial supplies of  conflict free tantalum  have 
already been  exported from  the DRC  and processed  in the  United States  of 
America under the American led 'Solutions for Hope' programme. The Group plans
to use a similar validation process for its tantalum concentrate exports  from 
the DRC  which we  anticipate  will commence  in  early Quarter  4-2012.  $2.5 
million of the $35.0 million funding  currently being sought will allow us  to 
significantly increase our presence in DRC and we anticipate will allow us  to 
immediately generate net positive cash returns.

 

Development of the Group's remaining  concessions in Mozambique, being  Morrua 
and Mutala  is also  a high  priority to  leverage off  the infrastructure  at 
Marropino and the Group's significant understanding of this country.  Further, 
the Group has retained a commitment to the Mozambique government that it would
immediately commence activities on these  concessions once the development  of 
Marropino was  complete.  This commitment,  and  the on-going  indications  of 
support from  the  Ministry  of  Mineral Resources  in  Mozambique,  has  been 
critical for the  retention of  our titles  to these  concessions which  could 
otherwise have been revoked  as there is a  minimum production requirement  at 
both Morrua and Mutala which had not been fulfilled either at 31 December 2011
or the date of this letter. The Mozambique government still has the ability to
revoke these  concessions  at  any  time, but  we  believe  that  the  planned 
activities will  be  sufficient to  mitigate  this  risk. At  Mutala  we  have 
initiated actions  to  commence mining  activities  on a  pilot  scale  basis, 
including the  recruitment of  local workers.  We will  also complete  further 
geological studies at Mutala to inform the mining plan and upgrade the  SAMREC 
compliant inferred resource to a CIM Code Measured resource. At Morrua we will
initiate further geological  testing including drilling  and bulk sampling  to 
hopefully complete a bankable pre-feasibility study while also processing some
of the  Morrua ore  through the  Marropino process  plant. Funding  for  these 
initial activities is covered by  the $35.0 million funding requirement  noted 
above, subject to this funding being available on terms that are acceptable to
the Group. Total funding of  up to $60.0 million  is anticipated to be  needed 
for the  full  development  of  Morrua  (including  all  capital  expenditure, 
overburden removal and working capital) of which $13.3 million is being sought
now. The Group continues to explore  ways to reduce the initial investment  in 
Morrua which will be confirmed by  the pre-feasibility study. If the Group  is 
successful in completing a bankable pre-feasibility study, we anticipate  that 
a competitive  tender to  finance Morrua  through an  off-take agreement  will 
commence during Half 2-2012, with a view to Morrua being in production  during 
2013, or early 2014.

 

The Board acknowledges that these  have been difficult times for  Shareholders 
many of whom have  suffered significant dilution and  losses in value  through 
the poor performance of Noventa's  share price. I believe  that we are now  on 
track to develop the Group into a profitable, value creating Group capable  of 
producing a positive return for  existing Shareholders. This development  will 
be supported by the current additional funding being sought of $35.0 million.

 

3.     Update on commissioning of the new process plant at Marropino

 

As announced on 11 May 2012,  the Group commissioned its new processing  plant 
at Marropino  on 4  May 2012.   Since ore  processing was  commenced,  certain 
issues were identified mainly involving flow  control in the water and  slurry 
circuits. These types of issue are to be expected during the start-up  process 
of such a  plant and, while  relatively simple matters  to resolve, they  have 
limited the throughput of ore such that  production in May and the first  half 
of June 2012 from the new plant was negligible.

 

Ore was  re-introduced  into  the  plant  from  19  June  2012,  initially  at 
approximately 60 tons per hour, building up  to 100 tons per hour by the  date 
of this announcement. Ore throughput is now anticipated to gradually build  up 
to the plant's full capacity of 315 tons per hour within the next five to  six 
months. The new  plant has  a design production  capability of  50,000 lbs  of 
contained  Ta[2]O[5]  per  month  (equivalent  to  600,000  lbs  of  contained 
Ta[2]O[5] per annum). 

 

The old     plant will  continue  normal production  until  the new  plant  is 
stabilised, which is  now expected to  occur in  July / August  2012. At  that 
point the  old plant  will be  switched  off and  some refurbishment  will  be 
carried out to the spirals and shaking tables. These circuits of the old plant
will be incorporated into  the new plant as  a recirculation circuit with  the 
installation of a regrinding mill to further improve production and recovery.

 

The Board now believes that the increase of production to optimum capacity  is 
expected to be achieved in Quarter 1-2013.

 

4.     Production and sales year to date

 

As announced on 11 May 2012,  production of Ta[2]O[5] during January to  April 
2012 was 16,495 lbs  of contained Ta[2]O[5] from  the Company's old plant  (as 
distinct from the new  plant at Marropino). Production  of Ta[2]O[5] from  the 
old plant  during May  and June  (to  21 June)  was 6,066  lbs and  3,554  lbs 
respectively of contained Ta[2]O[5]. These volumes remain significantly  below 
the Company's  expectation of  future  volumes to  be  obtained from  the  new 
process plant. As noted  above, the production volumes  from the new plant  at 
Marropino have been negligible since it was commissioned on 4 May 2012.

 

Sales of contained Ta[2]O[5] during 2012 to date were approximately 27,980 lbs
of Ta[2]O[5],  representing  revenue  of approximately  US$  2.0  million  for 
H1-2012.

 

5.     Update on the Ta[2]O[5] supply contract

 

Further to the  announcement of  11 May 2012,  the Company  signed an  amended 
supply  agreement  with  a  US  subsidiary  of  GAM  for  tantalum   contained 
concentrate (the  "Agreement")  on  25  June 2012.  Under  the  Agreement  the 
contract price per  lb. contained  Ta[2]O[5] has increased  by around  30-40%, 
depending on the timing and volume delivered by the Group.  The total  volumes 
to be supplied  under the Agreement  remain unchanged, but  the Agreement  now 
runs until the end of 2016 rather than 2015.

 

The Company  believes  that  the  Agreement  will  be  a  mutually  beneficial 
arrangement to both parties.

 

6.     Board of Directors

 

The Company is  planning to strengthen  its Board during  June and early  July 
2012 with new directors whose  expertise and experience reflect the  Company's 
transition to larger  scale production.  The appointments will  include a  new 
Non-Executive Chairman to  replace Mr  Luca Bechis  who was  appointed as  the 
Interim Non-Executive Chairman on 1 October 2012.

 

7.     Management Incentive Programme

 

The Board  has decided  not to  proceed  with the  proposals outlined  in  the 
announcement of 11 May 2012 for a Management Incentive Programme. 

 

8.     Financial results

 

Following the Company's delisting from the  TSX, it will in future report  its 
financial results  bi-annually  in  line  with the  requirements  of  the  AIM 
Market.  The Company's 2011 Annual  Report and Financial Statements are  being 
distributed to Shareholders along with this AGM notice.

 

9.     The AGM Resolutions

 

Resolution 10 is being  proposed to increase the  authorised share capital  of 
the Company.

 

Resolutions 8 and  11(c)(i)  and 11(c)(iii)  are being proposed  to grant  the 
Directors a general  authority to  issue a limited  number of  shares on  such 
terms and to such persons  as they may determine and  to approve the issue  of 
any shares that  may be required  to be issued  pursuant to the  terms of  any 
outstanding options, warrants and other existing commitments.

 

Resolutions 9  and 11(c)(ii)  are  being proposed  to  grant the  Directors  a 
specific authority to issue a limited  number of shares under any  conditional 
placings and placings and open offers  in connection with the proposed  equity 
fundraise of up to $35.0 million.

 

Resolution 12  is  being  proposed as  the  Company  agreed, as  part  of  the 
Subscription  with  Clawback,  to  seek  shareholder  approval  to  amend  the 
Company's Articles  of  Association to  incorporate  language similar  to  the 
language contained in Rule 9 of the Code and / or otherwise intended to afford
the Company and its shareholders similar protections pursuant to Rule 9 of the
Code that  would  apply  if the  Company  was  a company  to  which  the  full 
provisions of the code applied. The full text of the proposed announcements is
set out in Resolution 12.

 

The other resolutions  concern the re-appointment  of directors in  accordance 
with the Articles, approval of the annual report and financial statements  and 
the re-appointment of auditors as is normal at AGMs.

 

10.  Approval of Resolutions

 

To be  passed,  Resolutions  1  -  9  will  need  to  be  passed  as  ordinary 
resolutions, requiring a majority  of more than 50  per cent. of  shareholders 
voting in person  or by proxy  in favour  of the relevant  Resolutions at  the 
AGM.  Resolutions 10, 11 and 12 will need to be passed as special resolutions,
requiring a majority of not less  than 66.67 per cent. of shareholders  voting 
in person or by proxy at the AGM.

 

For the avoidance of doubt, the Resolutions to be proposed at the AGM will, if
passed, provide  the Board  with the  authority to  issue ordinary  shares  in 
accordance with the resolutions immediately following the AGM.

 

11.  Action to be taken

 

In respect of the AGM:

 

You will  find  enclosed  with this  document  a  Form of  Proxy  for  use  by 
Shareholders at the AGM.  Whether or not you intend to be present at the  AGM, 
you are requested to complete and return the Form of Proxy in accordance  with 
the instructions in the  Notice and printed thereon.   To be valid,  completed 
Forms of Proxy must  be received by Computershare  Investor Services PLC,  The 
Pavilions, Bridgwater Rd,  Bristol BS99  6ZY as soon  as possible  and in  any 
event not later than 10.00 a.m. on 21 July 2012 being 48 hours before the time
appointed for  holding  the AGM.   Completion  of a  Form  of Proxy  will  not 
preclude you from attending the meeting and voting in person if you so choose.

 

 

12.  Recommendation

 

The Board  believes  that the  passing  of the  Resolutions  are in  the  best 
interests of the  Company and its  shareholders as a  whole.  Accordingly  the 
Directors unanimously recommend that you vote in favour of the Resolutions  as 
the Directors intend to do in respect of their own beneficial shareholdings or
those they control.

 

Yours faithfully

 

Fernando Fernandez-Torres

Chief Executive Officer

 

                     This information is provided by RNS
           The company news service from the London Stock Exchange
 
END
 
 
NOAPGUGPQUPPPPM -0- Jun/28/2012 06:00 GMT